Form 4: PubMatic CEO Sells Shares Under 10b5-1 Plan

PubMatic CEO Rajeev K. Goel exercised options and sold 44,000 shares of Class A Common Stock for $8.9175 per share through a pre-arranged 10b5-1 trading plan.

Summary

• Rajeev K. Goel, Chief Executive Officer, Director, and 10% Owner of PubMatic, Inc. (PUBM), executed a series of transactions on December 22, 2025.
• Exercised 44,000 fully vested stock options to acquire Class B Common Stock at an exercise price of $1.11 per share.
• Converted 44,000 shares of Class B Common Stock into Class A Common Stock, as each Class B share held by executive officers and directors automatically converts to Class A upon most transfers.
• Sold 44,000 shares of Class A Common Stock at a weighted average price of $8.9175 per share, with individual sale prices ranging from $8.83 to $9.01.
• The sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Goel on March 2, 2025.
• The securities were transferred to The Goel Family Trust, of which Mr. Goel and his spouse are beneficiaries, and subsequently sold by the Trust.
• Following these reported transactions, Mr. Goel directly holds 0 Class A Common Stock from this specific transaction, and 316,668 derivative securities (stock options for Class B Common Stock) remain.
• Overall, Mr. Goel holds 2,362,194 shares of Class A and Class B Common Stock, a figure that excludes vested but unexercised options, unvested options, or unvested restricted stock units as of the filing date.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling based on non-public information. It represents a planned liquidity event for the CEO.

Positives

• The exercise of fully vested stock options indicates the realization of previously granted compensation, reflecting a benefit to the executive.
• The transaction was executed under a Rule 10b5-1 trading plan, which suggests a pre-scheduled sale rather than a reaction to immediate, non-public market conditions, often viewed as a positive for transparency.

Negatives

• The sale of 44,000 shares by a key insider (CEO, Director, 10% Owner) reduces direct ownership, which could be perceived negatively by some investors as a decrease in management's direct stake in the company.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were subsequently sold by the Trust.
• Indirect beneficial ownership is also reported through The Goel Heritage Trust, The Goel Family Gift Trust, and other trusts for the benefit of the Reporting Person's children and family members, though these were not part of the current transaction.

Stakeholder Impact

• Shareholders: The sale by a key executive could lead to minor concerns about management's long-term commitment, though the 10b5-1 plan mitigates this. The overall beneficial ownership remains substantial.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers/Suppliers/Creditors: No direct impact on customers, suppliers, or creditors is mentioned in this filing.

Key Dates

Recommendation

This filing details a pre-planned insider sale by the CEO, which is a routine event for executives managing their personal finances. It does not provide new information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The sale under a 10b5-1 plan suggests it is not driven by new negative information. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

PubMatic, PUBM, Rajeev K. Goel, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, CEO, Director, Beneficial Ownership